Maximum Lotus
by SixPerfections
Summary: Maxine Axe has had it rough. Her world wiped out by a virus, almost becoming a slave to a powerful Multi-dimensional being, she can't catch a break. Landing in the fictional land of RWBY that she remembers watching all those years ago however might be where things start to turn around. After all even power obsessed, selfish Planeswalkers need friends. AU. Semi-SI.
1. Chapter 1: Finally Freedom

**AN:** Yet another SI story by me. Anyone who follows my stories probably won't be surprised. This story came into being because I have read quite a few Planeswalker fics but none of them with a protagonist who focused primarily on Black Mana. Black is the "Evil" color in Magic: The Gathering and focusing primarily on that type of mana encourages selfishness taken to an extreme and a desire for ever greater power. I wanted to write a fic like this not only because I think Black is the coolest color to write about but also because it would be a challenge to make a true Black mage a character people would enjoy reading about and would even root for.

I have also rarely read any stories about Planeswalkers who are just beginning their journey. Most stories them begin with a character who already has a wide range of magics, powers and abilities. My character will begin inexperienced in magic and will not have all the right information. However that by no means should suggest to the reader that she is not dangerous right from the start.

No knowledge of MTG or Planeswalkers is required to enjoy this story and I'll do my best to explain everything in-story for those who may not know much about the setting. Planeswalkers essentially are powerful magical beings who can 'Walk' to an infinite number of different universes in the Multiverse. As such this story will have heavy elements of RWBY throughout but it will also explore a number of other settings. Yes, this IS a Multi-cross. However I will endeavor to make it a solid story with good characterization and character development as opposed to the senseless, convoluted messes that most Multi-cross stories tend to be.

It is my sincerest hope that you will give this story a chance and that you will come to enjoy it as much as I have enjoyed writing it.

So eithout further ado here is the first chapter. Enjoy.

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Chapter 1: Finally Freedom  
**  
One would imagine that something as improbable as a person travelling between the Planes would have something to show for it to mark such an impressive undertaking. A flash of light, a glowing portal, panicked screaming as reality was torn in ways that were utterly impossible and were never meant to be. In actuality however, for those few who can make such a journey the act itself occurs with nary a whisper and absolutely zero fanfare. In one instant there is nothing and in the next an incredible, nearly impossible being is occupying space in a new world.

Max had been held aloft as she'd Walked, so when she arrived on a new Plane she was some six feet in the air with her legs still kicking wildly. From as much as from the surprise as from the pain from what she had just escaped Max fell uncontrolled like a sack of grain and landed hard on her back, knocking the wind out of her. The woman stared up at the sky in disbelief from where she found herself, taking a few moments to process that she was no longer on that swamp planet where she had been well on her way to ending up with a fate far worse than death. The plan had actually worked. You know, eventually. Despite the risks and the uncertainty and the fear and the high chance of failure it had actually _really worked!_

Her success wasn't without consequence however, or without a price. As Max slowly turned over onto her stomach she cried out in pain through grit teeth. She had just been subjected to what had to be the mother of all tasers along with a thorough beating and now she was feeling all of the unpleasant side effects. Both her body and her rough, undyed clothes now turned to rags still smoked a little. She had just been lucky that… that... fucking evil asshole of a robot had just been trying to incapacitate her. And that he had been none the wiser to the things she had discovered she could do with her tainted blood before she made her desperate bid for freedom. Otherwise things would have definitely turned out much, much different.

 _Looks like luck was finally on my side for once. First time that's ever happened in over three years. Lady Luck, you bitch, you still owe me at least a few thousand good turns._

With a groan Max lifted her head off the cool ground she was laying on and looked around. It was night time and she was in an alley of some sort. It wasn't at all like the alleys she had become used in the last three years however. Instead of completely desolate and long abandoned it was surprisingly… clean. Almost shockingly so. At the end of the alley some distance away she could make out electric street lights.

Max's eyes widened to the size of saucers and her heart began to beat wildly in her chest. Nothing like this still existed in her world. There had been no electricity and certainly no one to clean streets since… _it_ had happened. Honestly Max pretty much expected to end up back in her own thoroughly ravaged world. It was not a place she had wanted to go back to but it would have still been a million times better than what that fucking metal robot… _thing_ had been doing to her.

 _Was all that bullshit it told me real then?_ Max thought as her eyes shot wildly around everywhere in wonder. _I can really travel to an infinite number of worlds? Does that mean I'm really one of these 'Planeswalkers'?_

Max started trying to gauge the odds that she was actually having some sort of hallucination when suddenly she heard a voice speak behind her.

"Well, what's this? A nice looking girl sprawled out all over our alley? You really picked the wrong place to take a nap in, lady."

The back of her neck prickled at the voice. Her instincts honed from years of survival instantly came to the fore. She knew that tone, she had encountered it often enough over the years. It was the tone of a scavenger, someone who thought she would be an easy mark that they could then pick clean for supplies. Max struggled to get to her feet but she was still so weak she barely got to her hands and knees, shaking life a leaf. She grit her teeth in frustration and tried to stand but her body still refused to cooperate.

"Come on, let's give her a hand up shall we?" That same voice said in a 'helpful' tone.

A man and a woman came up to either side of her, grabbed her under her arms and roughly yanked her to her feet. Max grit her teeth as her head spun from the sudden movement. The man and woman held on and turned her around until she was facing the one who had spoken... the one who was presumably their leader.

Max had been in disadvantaged situations with the imminent threat of violence more times than she cared to count and it never got any more pleasant. She kept quiet and bid her time. These things always tended to end the same. If it came down to it only one person would be walking away from this and Max would be damned if it was a couple of punks in an alley who did her in after all she had lived through.

In her world a situation like this meant she would have been in serious trouble. Now however she had a few more tricks up her sleeve than she did before.

The leader standing in front of her was a muscular scarred thug wearing an odd ensemble of leather and straps she'd never seen the likes of before. His skin was dark and it momentarily surprised her to see that he had green spiky hair. He looked a few years younger than her, maybe just out of his teen years. Green-hair slowly took out a knife and waved it menacingly in front of Max's face.

"Listen sugar-tits, if you want to pass through our alley you've got to give us something valuable, understand? Now play nice and cough up what you've got and you can be on your way."

Max frowned at him and used the time he was wasting to get her feet somewhat steady under her. If he was just here for a shakedown then maybe he would just walk away when he realized she didn't have anything. Though with her experience she doubted she was going to get that lucky. Besides she wasn't sure if she _wanted_ him to just walk away.

Max had to swallow and try a few times before she could speak, her voice coming our hoarse and cracked. "Just look at what I'm wearing brain-trust. The only thing I've got left on me is my dignity."

The thug finally took the time to look at what she was wearing. Prime-137 had manufactured clothing that was only meant to keep her alive and it showed. She was wearing pants and a baggy shirt made out of undyed fabric created from some type of plant matter. After her last fight the clothes she was wearing were now soiled and torn and practically ruined. Max honestly didn't know how this idiot took one look at her and thought that she would have anything worth stealing.

Green-hair looked her over up and down, his face turning into a displeased scowl. "I see what you mean," he said before looking back up at her marble grey eyes and pointing the knife at her face. His lips spread into a taunting, cruel smile that showed he was missing a couple of teeth. "Well you better pray you can come up with something valuable for us otherwise pretty thing I'm going to have to take something _else_ valuable from you… if you know what I mean." And presumably just so there wasn't any confusion as to what he meant he reached up and roughly grabbed one of her breasts through her ruined shirt.

 _Okay_ , Max thought with a pained grimace, _I am so done. Fuck you, Lady Luck._

The would-be muggers must have sensed something from her because the leader in front of her widened his eyes and stepped back while the other two let go of her arms like they had been burnt. "Wha-?"

Max's eyes dilated and a blast of telekinetic force erupted from her, throwing her assailants back with violent force as if a gigantic hand had come down and swept through the alley. The female of the group hit her head against one of the walls of the alley hard, falling limp to the floor. The other man who had been holding her arm hit the side of a dumpster with a cry of pain, leaving his stunned. The green-haired leader was simply thrown more through the air, landing on the floor hard and sliding down the alley a good distance away.

Almost immediately Max clutched her head, barely managing to remain on her feet as a sudden spike a pain pierced through her skull. _Shit!_ That technique that she had learned to use always hurt her head if she overused it and she had already been using it quite a bit before she had been able to 'Walk' away from her previous desperate fight with Prime-137. Now she felt like her skull was about to split open and her vision swam. So bad was the pain that she barely registered the panicked shouting in the alley.

"Semblance! Shit!"

Max looked up just in time to see green-hair aiming a gun at her. His previous cockiness had been replaced with fear and panic. Her condition was so bad that she could do nothing but stand there as he opened fire.

The shots echoed loudly in the alley. Green-hair fired six shots but only one actually managed to hit her. Max felt as if her strings had been cut as she fell to her knees clutching her stomach. No. Nonono _nononono_. Slowly, as if in a trance she pulled away her hand from where it was covering her side and she looked at it. It was covered in blood. Blood. _Her_ blood.

Even though she was shot, on the inside Max panicked for an entirely different reason.

The evil _thing_ that had wiped out her entire world was now inside of her. Of that she had no doubt. It was in her blood. And now that her blood was spilt… it could begin to spread. _Would_ begin to spread. _Again_. She couldn't watch another world die the same way again. Clutching her stomach, Max directed furious, hate-filled eyes at the man who had shot her. If she had to live through that again it would be _**his fault**_.

At seeing the look she was sending his way and at seeing that shooting her with every bullet in his gun had not put her down the green-haired thug turned and began to run for it. Max's mind coolly analyzed the situation. She needed to heal herself. And that man needed to die. Luckily she was pretty sure she could accomplish both at the same time.

Max began to pull on the power Prime-137 had called _Mana_ , letting it's chill and icy touch begin to fill her and surround her. Though she had not yet been able to figure out how to do much with this power she _did_ know a few things about it. It was hungry, it could supposedly do anything, and it was shockingly good at ending life.

Max could feel it as she pulled Mana through the void from that unnamed swamp world, a seemingly endless pool at her disposal from all the land she'd been forced to claim over a period of months. She let the energy, _the magic,_ build until she had about five times more than what she expected to be enough. Then, acting on more instinct than actually knowing what she was doing, Max held her hand out towards the running thug, grabbed his life force, and _pulled_.

The running green-haired leader died instantly. In fact everything in the alley died instantly, the two other thugs, the rats, the insects and even all of the bacteria. Clumsily Max directed all of that life force towards herself jamming it into her wound and trying to force it to heal. Slowly, in spurts and starts, and with startling inefficiency, the bullet wound on her stomach began to heal.

Max bit her lip as her vision began to blur. She hadn't meant to kill everyone but she wasn't particularly sorry about it either. Max had been forced to kill before and that type of violence had, unfortunately, for years become just another reality of life. Though admittedly she was far more used to simply using guns rather than magic or… _anything else_.

Even though her body was now a great deal tougher than it had been not all that long ago, the events of the last few hours were finally catching up to her. Max collapsed on the floor and felt consciousness begin to slip away. She thought she heard some panicked screaming and someone yelling for the police. As the world went black Max could only hope and pray that nothing would either kill her or try to capture her again while she was out.


	2. Chapter 2: Convalescent Confinement

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Chapter Two: Convalescent Confinement**

Years of living in a world filled with constant danger had conditioned Max to sleep lightly and to come fully awake instantly as a survival mechanism. It was no different for her this time. Consciousness returned to her quickly and instantly Max opened her eyes. Right away her marble grey eyes began to dart back and forth taking immediate stock of her surroundings.

She quickly noted that she was in what appeared to be some kind of medical facility. There were machines nearby that she was hooked up to, beeping and taking various readings in a strange language she couldn't read. She was laying on what was clearly a hospital bed, her head elevated forty five degrees and she was wearing a thin hospital gown.

However right away she noticed other things that gave away the fact that she wasn't in any normal hospital room. For one there were no windows and the walls all looked to be made of thick concrete or some other similar material. The only door in and out of the room was large, heavy and made of thick metal with only a small frosted window at head height. Perhaps a one way mirror? On the corners of the room there were what looked like security cameras. Obviously this was some sort of medical facility for prisoners. At least whoever had brought her here hadn't chained her to the bed.

Max clucked her tongue in thoughtful irritation. The situation was worse than she had hoped but definitely better than she had feared. She must have been drained and hurt worse than she'd thought to have been unconscious long enough for someone to whisk her away and stash her in some sort of prison.

Max closed her eyes as details of what had happened before she lost consciousness started coming back to her. She had arrived in some kind of… new world, yes. That in itself was shocking enough, since she had not fully one hundred percent believed what she had been told of Planeswalkers before she had "Walked" to this new land herself. But what had happened afterwards? She remembered being accosted by three muggers, then some slime daring to touch her, then pushing them off with a blast of her recently discovered telekinetic skills, and then getting shot…

Her eyes shot open. She'd been shot. She remembered her blood spilling everywhere. _Oh not good. Oh goddamn not good. Not good at all._

Looking around wildly Max finally noticed what looked like an intercom system by the door. Roughly yanking the IV out of her arm she jumped to her feet, surprised to find that she was still a little unsteady. Undeterred Max marched in her thin hospital gown to the door and started pushing buttons trying to get the intercom system to work.

"Hello, can anybody hear me?" she said, the urgency heavy on her voice. "This is an emergency. I need to talk to someone."

There was silence for a few seconds that seemed to stretch out into an eternity. Max was about to try again when the intercom system crackled to life.

 _"Ma'am, please go back to bed. If you require something someone will be in there shortly,"_ came a calm, professional male voice. The way he talked made her think military.

"No. Now listen to me. Please, you have to listen to me, this is dead serious," Max began, panic and hysteria touching her voice no matter how much she tried to control it. Nightmares and visions of her homeworld began to flash before her eyes. Memories of the death of her entire planet. "My blood was spilt in an alley when I was shot. My blood is an extremely dangerous biohazard. It contains a virus that could kill countless people. You need to contain it right now. You need to let me talk to one of your leaders." She paused for a second, emotion shaking her whole frame. "Please."

There was no reply right away. A dark, cynical part of Max's mind told her that if the infection had already begun to spread then it was already too late anyway. What good would panicking do? Maybe she should just get out while the getting was still good. She could just "Walk" again and go somewhere else. In fact regardless of whether or not an infection had begun here the smart thing to do was just to Walk again and escape this prison. Now that she had done it she could feel the potential inside of her. She could Walk again whenever she wanted to. All she had to do was will it and she would end up... somewhere else.

The only thing that stopped her is that she had gone nearly a year now without seeing or speaking another living human being. You never realize how much you depend on other people to keep you happy and sane until the day when you don't have anyone anymore. The idea of leaving a world full of people as soon as she had found it was just... too painful. Who knew where she would end up next?

Max knew that she would not be able to stay long regardless. But she couldn't bring herself to leave just yet. Even if she was being held as a prisoner. Maybe they would try to put her with other inmates soon?

Assuming order lasted that long. If the infection was already spreading then there was nothing she could do for the people of this world. It was the only logical thing to do in that situation would be to leave as soon as possible. No matter how much it hurt.

The intercom was quiet for what seemed like a glacial age but could not have been more than five minutes. Max stood frozen by it, anxious and frankly scared about what response the man on the other end of would have for her. Finally the man's crackling voice came through from the speaker.

 _"Someone is coming to talk to you and they will arrive in your room in approximately fifteen minutes Ma'am. Please return to your bed. If you are standing by the door it will not be opened."_

 _Fifteen minutes?_ There was no way they could have gotten anyone of importance to come talk to her in that amount of time. Someone must have already been on her way to talk to her, she decided. The man on the intercom didn't sound nervous or panicked so maybe – _maybe_ – no infection was spreading… yet. Or maybe it was and he just didn't know about it. Yet.

Actually if the infection was already spreading she had little faith that these people could fight it. Whoever these people were it seemed that they had absolutely terrible security procedures. They somehow thought having her lay on the bed as they opened the door would make her less dangerous. Still it wasn't like she was by any means invincible. For all she knew there was a battalion of soldiers with guns waiting for her just outside her door

With a huff, and despite her anxiety, Max decided that the best course of action for now would be to wait. She hadn't been tortured or killed yet so she was probably safe for the moment. If she needed to escape she would could figure something out and if not she could simply Walk again. Max seriously doubted that anyone would be able to stop that.

Going back on the hospital bed Max lay down and closed her eyes, trying to relax. Mostly by necessity Max had become good at patience over the years. She folded her hands and focused on her breathing as she tried to figure out what she was going to say to whoever they sent in to talk to her. The situation was more serious than anything whatever bureaucrat or interrogator they were sending her way had ever faced and she would need to find a way to get that across.

 **๑** **๑** **๑** **๑** **๑**

After what Max presumed was fifteen or so minutes later the heavy door to her room opened with a hiss. Max made it a point to stay relaxed on the bed as she sneaked a look out the door. Two men were standing just outside in futuristic looking white and blue armor holding boxy looking rifles. In between them was a man who did not give off that same aura that seemed to scream "military". He had grey hair, wore a three piece suit with a green scarf and had on a sharp pair of round glasses. The two soldiers in uniform, looking very tense, stayed outside while the civilian looking man walked inside with a polite and courteous expression on his face.

As the man approached her bed Max took in additional details about him. He was of an indeterminate age and could have been anywhere between thirty and fifty. The man held a cup of what smelled like coffee in one hand and walked while leaning heavily on a suspiciously intricate cane on the other. The thing that caught her attention the most however was how he was walking awkwardly and deliberately, as if he had suffered some serious debilitating injury in the past. Carefully and with a slightly pained grimace the man couldn't fully suppress the newcomer sat himself on a small chair next to the bed. Max looked at the newcomer impassively. She _really_ wanted to get right to business but she also really needed this new individual to make the first move.

"Hello," the man said in a smooth and almost friendly tone. "My name is Ozpin. Do you know who I am?"

Max ignored his question. She'd just needed to get a feel for what sort of tone this person of presumed authority wanted to set with her. Since that tone was at least cordial for the moment (not that she expected it to stay that way forever) she had some hope that she would be able to get him to listen to her.

Ozpin though… something about that sounded familiar. Even his looks elicited some vague feeling of familiarity. However she had other, much more pressing matters at the forefront of her mind at the moment.

"My blood contains a deadly virus that wiped out all of my people," Max began without preamble, cutting straight to the heart of the most important matter at hand. "You need to take the most extreme precautions and move quickly. Quarantine the area where I was shot. Cleanse the place where I was shot with fire and fully mobilize your military. I _cannot_ stress enough how deadly serious this is."

Max's outburst seemed to give Ozpin pause but he didn't show much of an outward reaction. He looked her in the eye and she stared back with a desperate and angry intensity, almost belligerent, as if daring him to try and make light of the seriousness of the situation. Ozpin took the time to take a sip from his coffee before speaking again, never breaking eye contact with the woman on the bed.

"Tell me more about this virus."

Max clucked her tongue in annoyance. She really would have preferred for him to have already run out of the room and started _doing stuff_ about the very real possibility of an outbreak. Of course however that was completely unrealistic. At least it _looked_ like he was listening to her seriously. Swallowing back her anxiety and impatience Max began to lay out the basics as she knew them.

"It's called the t-Virus," Max began, her voice shaking slightly. "Some very… _brilliant_ … people where I'm from decided it would be a great idea to develop a viral bioweapon. It kills everything and whatever dies? It comes back. Only as a rotting, walking corpse that only wants to consume flesh. Sometimes it causes horrific mutations. But mostly it just decimates the land and kills… _everything._ "

As she spoke Ozpin had leaned forward a little, looking intrigued by her story. "Fascinating. How did you come to be infected? And how are you still alive if the virus is so deadly?"

Max had to fight not to sneer at him since he was inadvertently bringing up some very painful subjects for her. She closed her eyes as unwanted memories came rushing back. Memories of death and fear and of the people she'd been forced to kill.

"One day I was bit," Max said, her voice sounding oddly far away and detached. "One minute I'm dying from the virus, waiting for the end, and the next I'm somewhere else. Alive, somehow. I thought I was cured but…" she trailed off, shaking her head. "Turns out that instead of dying I just ended up becoming a carrier for the virus."

After a few moments of silence Max risked a glance at Ozpin. To her great surprise the man didn't look the least bit concerned. If anything he looked slightly amused. Max found herself growing increasingly confused and angry at his apparent nonchalant reaction.

Before she could say anything else Ozpin beat her to the punch. "Well Miss it seems that you may be laboring under some misconceptions, though I suspect that is through no fault of your own," he said to her, his golden-brown eyes entirely too shrewd for Max feel at ease. "Our scientists did a thorough study of your blood as soon as you were brought in. They tell me that they found incredibly high quantities of what appears to be some type of artificial virus in your system,"

At those words Max felt as if a solid block of ice had been dropped directly into her stomach.

"However they also assure me that the virus is completely inert. The reason for this appears to be that the virus has completely bonded with you on a genetic level. Our scientist aren't even sure how such a thing is even possible and if these were different times I'm sure they would love a chance to study it. However the salient point is that your blood is not dangerous to yourself or anyone else. You are not a simple carrier for this t-Virus Miss. Instead you have become something… else."

At any other time Max might have been put off by his casual dismissal of the t-Virus threat and about his blatant curiosity when he described her as "something else" but in that moment she was too shocked for any of that to really register. For months she had been living with the fear that, should she ever find people again, she would just be an outbreak waiting to happen. She had never had any reason to suspect otherwise.

"How can they be sure?" Max asked softly, her voice tinged equal parts with wariness and hope.

Ozpin shrugged. "I am many things but I am no scientist. All I can say is that our experts are positive of their assessment. Believe me when I say that we would not take any careless chances. You need not worry. All of us are quite safe from you." Then he paused and gave her a small knowing smile. "Or at least safe from your blood at any rate."

When receiving good news people ussually expected joy or excitement. Max for her part could only feel relief and more than a little numbness at the revelation. It almost felt like she was going into shock, like that one time she actually did go into shock from blood loss. Wow. Just _wow_. So she wasn't the apocalyptic Typhoid Mary she'd thought she was. That readjustment in how she saw herself was going to take a little getting used to. She found herself believing Ozpin and his scientists. No one would be dumb enough to take a risk with a potentially deadly unknown virus if they weren't one hundred percent sure.

Ozpin, however, was wrong about one thing. Her blood _was_ still extremely dangerous. Just not inadvertently so apparently.

Ozpin took another drink from his coffee and spoke again, pulling her from her thoughts. "We never did get properly introduced before we got sidetracked. I gave you my name Miss, but I'm afraid I do not know yours."

Max was still reeling from the recent revelation so she gave her name easily before she could second guess herself. "Maxine. Maxine Axe," she said distractedly.

"Miss Axe then. A pleasure to make your acquaintance."

It was… really really odd, hearing polite niceties directed towards her after such a long time. After a moment's consideration Max decided that she quite liked it. She gave Ozpin a small smile and did her best to dig up some of her long disused manners. "The pleasure is all mine Mr. Ozpin, I assure you."

 _Ozpin. Why does that name seem so familiar?_

The man in front of her seemed pleased with her response before turning a quizzical eye in her direction. "You're not from around here, are you?"

"Oh?" replied Max, deciding on a whim to play coy. "What ever do you mean, Mr. Ozpin?"

"Well there's your genetics for one. Aside from the situation with the virus, I mean."

Max's small smile slipped a bit at the reminder of the virus. "You don't say," she replied neutrally.

Ozpin didn't fidget nervously, per se, but he took the time to lean forward on his cane and his eyes glittered with curiosity, excitement and… some other emotion she couldn't quite place.

"Please do not be offended by the following examples, as they are merely for the purposes of illustration," he said before pausing politely.

"It's quite all right, Sir. Go ahead."

"Very well. You and I, Miss Axe, are similar on a genetic level but different enough to be two completely separate species. You and I are as a jackal and a wolf, or perhaps a horse and a donkey. No one has ever encountered something like that before. Forgive my curiosity, Miss Axe, but I can't help but wonder at your origins." Max found it a bit unnerving how closely he scrutinized her with his golden-brown eyes, or how he gave her this feeling like he knew more than he was letting on.

Max decided to have a little fun. It's not like she couldn't just leave if he got upset. "If no one's ever seen anyone like me before, then clearly I must be from very far away Mr. Ozpin."

"Really? I see. And how far from the Kingdoms would you say you hail from Ms. Axe?"

" _Very_ far," she said with a small grin. "Obviously."

"From a place where everyone is dead?"

Max's humor instantly disappeared and her eyes turned stony. "That's right," she said, her voice turning curt and unfriendly.

Ozpin cleared his throat lightly. "Forgive me Miss Axe, my comment was in poor taste. I'm curious about where you're from but that's really not what I came here to talk with you about today."

Max just gave him a cool look as she waited for him to continue, not accepting his apology and not feeling particularly forgiving at the moment.

"I shall get straight to the point Ms. Axe. As… improbable as it may be, there seems to be little doubt that you are capable of utilizing magic. I can say beyond a shadow of a doubt that magic was used in the alley in which you were found."

He looked at her like he expected her know why that was apparently a huge deal. In reality she didn't have a clue and what was more now she was much more wary. She checked again just to make sure she could still Walk. Someone had already attempted to exploit her once. She wasn't eager for a repeat performance.

"What is it to you?" Max said, her voice cool and flat, her eyes unfriendly.

Ozpin paused, seeming to debate something with himself internally. Max was impassive as his too-knowing gaze evaluated her. She readied herself, prepared to throw him across the room with telekinetic force and Walk if he proved to be even the tiniest bit hostile. Desiring human company or no she wasn't going to take any chances.

After a few moments Ozpin began to speak, and the conversation did not go at all in the way that she had been expecting. "An ancient entity known as Salem aims to perform a magical ritual in a month's time. This ritual, if successful, will increase drastically the number and ferocity of the Grimm all across the globe. Salem's aim in this scheme is to wipe out all intelligent life that can produce an Aura and has a soul. If she succeeds in completing this ritual it will only be a matter of time until all of humanity is overwhelmed by endless tides of Grimm. If she succeeds it would be the end of our species and the end… of everything."

Ozpin's calm demeanor that he had held up to that point failed and Max caught a glimpse of how much this issue had been weighing heavily on his soul. He paused, seemingly to give her time to digest what he'd just said. Her hostility softened a fraction as she considered his words. Frankly so many unbelievable things had occurred to her in her relatively short life that she had no trouble accepting his words as something that would be absolutely possible in this new world, or "Plane", that she found herself in. She didn't have the proper context to truly understand everything Ozpin had said but she understood enough. Ozpin thought this world was in trouble and he was reaching out to her for help.

Also there was something else. Grimm… that was so familiar. Slowly it began to come back to Max and her eyes gradually widened to the size of saucers in shock as she started making the connections. It seemed like several lifetimes ago, before the outbreak when she had been in college, when she had watched a particular internet animated show. Max only remembered a few things right then. Ozpin, yes, the mysterious mentor-wizard archetype… he'd looked… kind of like the guy in front of her hadn't he? There had been a sexy femme fatale in a red dress called… Ember or something. She remembered Grimm, black creatures without souls that looked like various animals. Mostly, however, she remembered the four main characters and how the entire series had been named after their team.

"Ozpin…" Max began slowly, scrutinizing the man in front of her with new eyes. "This may sound odd, but does team RWBY mean anything to you?"

Ozpin's expression didn't give away much, but it gave away enough. For the first time since their conversation had begun Max had genuinely surprised him. "They are an extremely capable and very well-known team of huntresses. Are you familiar with them?"

Max couldn't keep the shock off her face even though she knew her reaction would only end up making Ozpin curious. Her mouth suddenly felt dry and her palms sweaty. With a great effort of will she forced herself to hold off on considering the implications of what she'd just heard.

"Something like that, yeah," she replied in a tone that indicated she didn't particularly want to talk about the subject.

Ozpin completely ignored her less than subtle hint and actually perked up, smiling at her in a way she didn't particularly trust. "Oh? Do you have any favorite members?"

 _What? What an odd question._ Max tried to remember who, if anyone, had been her favorite on the team.

"Yang," Max replied eventually, seeing no real harm in it. "And Ruby I guess. Why?"

"Yang and Ruby," began Ozpin, "along with the rest of team RWBY and many other hunters will soon have to engage in what may well be an impossible battle very soon."

He let that statement hang in the air, so Max voiced the obvious implication that she had already suspected.

"And… you're asking for my help?" Max said, her voice positively dripping with unamused skepticism.

Ozpin didn't seem to let that bother him and plowed ahead, nodding once. "Anything you can provide, Miss Axe," he said, his voice deadly serious.

Max snorted in disbelief and gave him a look like she thought he was a complete idiot. "You don't know the first thing about me. You must be extremely desperate."

Max had meant her statement to be a taunt. Instead Ozpin owned up to it, his mask once again slipping enough to where she caught a glimpse of the weight that must have been bearing down on his shoulders for some time. "You have no idea," he said, his voice a whisper that was both quiet and solemn.

The young Planeswalker was the first to look away. "Then you're a fool Mr. Ozpin. You have no idea who I am, or what I've done. How do you know I'm not a threat?"

Ozpin answered without hesitation. "I felt the magic in the alley. It felt dark, and tainted. More so than any magic I have ever felt before. You used it to kill three people. Going by these facts alone few people would be inclined to trust you," he said, his voice soft and without judgement. "However the first thing you did when you woke up was worry about what the t-Virus was doing to other people. Then you stayed instead of attempting an escape because you thought you would need to warn someone with authority about the threat personally so they would take you seriously. That, young lady, tells me all I need to know about your character."

"Really?" Max asked sarcastically, though her tone lacked a bit of its usual bite.

"All that I need to know for now at any rate."

Max looked away from Ozpin's penetrating gaze, suddenly feeling exhausted. The man didn't know what he was talking about. Just because she didn't want to see another world ravaged by the t-Virus didn't make her some kind of humanitarian. After the outbreak she had learned the hard way about the true nature of people. Everyone was ultimately out only for themselves first and foremost. _Everyone_.

Herself included. Maybe more than most.

There was no reason for her to help this Plane. If she could realistically consider staying, that was one thing. Max clutched her chest, feeling phantom echoes of pain from within. She couldn't stay. Even if she wanted to she couldn't… try to make a new life here. Even if the thought of being around other people again and actually feeling _safe_ at least for a while was extremely tempting she simply couldn't. That choice had been taken from her.

Max hardened her heart into icy stone. If she was going to find a way to fix what had been done to her she didn't have time to get involved in a fight that had nothing to do with her. With a determined expression she turned to Ozpin and gave him her answer.

"No thanks."

Max was more than a little surprised when Ozpin simply nodded and seemed to take her answer in stride. "Rest for today Ms. Axe. I'll get clearance for you to be let out of this room tomorrow. Then we'll speak again in the evening after someone gets you set up with the bare necessities and shows you around, should you be interested in seeing some of the sights of this fair city."

Max frowned at him suspiciously. "Why would you want so speak to me again? I already gave you my answer."

Ozpin stood while leaning heavily on his cane and gave her a faint smile. "Because I'm hoping that you'll change your mind."

Max didn't respond to that, but she did give Ozpin a look that spoke volumes about what she thought the odds of changing her mind were.

"Sleep well Ms. Axe," said Ozpin before exiting the room. "Until tomorrow." 


End file.
